UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                 For the quarterly period ended October 31, 2008

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

            For the transition period from __________ to __________

                       Commission File Number: 333-151350


                       AIR TRANSPORT GROUP HOLDINGS, INC.
             (Exact name of Registrant as specified in its charter)

             Nevada                                              98-0491567
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

          7453 Woodruff Way
        Stone Mountain Ga 30087                       Telephone: 404-671-9253
(Address of principal executive offices)         (Registrant's telephone number,
                                                       including area code)

                            Azure International, Inc.
                          20 Peresveta Street, Suite 26
                             Bryansk, Russia 241019
       Former Name, Address and Fiscal Year, If Changed Since Last Report

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

We had a total of 5,250,000  shares of common stock  issued and  outstanding  at
December 12, 2008.

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The interim financial  statements  included herein are unaudited but reflect, in
management's  opinion,  all  adjustments,  consisting  only of normal  recurring
adjustments,  that  are  necessary  for a fair  presentation  of  our  financial
position and the results of our  operations for the interim  periods  presented.
Because  of the  nature of our  business,  the  results  of  operations  for the
quarterly  period ended October 31, 2008 are not  necessarily  indicative of the
results that may be expected for the full fiscal year.


                                       2
<PAGE>
                       Air Transport Group Holdings, Inc.
                        (fka Azure International, Inc.)
                          (A Development Stage Company)
                                 Balance Sheets
                             (Stated in US Dollars)


                                                                As of
                                                    October 31,        April 30,
                                                       2008              2008
                                                     --------          --------
                                                                       (Audited)
Assets

Current assets
  Cash                                               $     --          $ 30,619
                                                     --------          --------
Total current assets                                       --            30,619

Total Assets                                         $     --          $ 30,619
                                                     ========          ========

Liabilities

Current liabilities
  Accounts payable                                   $    200          $     --
                                                     --------          --------
Total current liabilities                                 200                --

Long term liabilities
  Loan from Director                                      788               788

                                                     --------          --------
Total Liabilities                                    $    988          $    788
                                                     ========          ========
Equity
  75,000,000 Common Shares Authorized, 5,250,000
   at $0.001 Per Share Issued and Outstanding        $  5,250          $  5,250
  Additional paid-in capital                           26,250            26,250
  Deficit accumulated during development stage        (32,488)           (1,669)
                                                     --------          --------
Total stockholders equity                                (988)           29,831

                                                     --------          --------
Total liabilities and stockholders equity            $      0          $ 30,619
                                                     ========          ========


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                       Air Transport Group Holdings, Inc.
                         (fka Azure International, Inc.)
                          (A Development Stage Company)
                                Income Statement
                             (Stated in Us Dollars)

<TABLE>
<CAPTION>
                                                 Three Months          Six Months         From Inception
                                                    Ended                Ended        (November 26, 2007) to
                                                  October 31,          October 31,          October 31,
                                                     2008                 2008                 2008
                                                  ----------           ----------           ----------
<S>                                               <C>                  <C>                  <C>
Revenue                                           $       --           $       --           $       --
                                                  ----------           ----------           ----------
Expenses
  General and Adminstrative Expenses                  19,495               30,819               32,488
                                                  ----------           ----------           ----------
Total Expenses                                        19,495               30,819               32,488

Provision for Income Tax                                  --                   --                   --

Net Income (Loss)                                 $  (19,495)          $  (30,819)          $  (32,488)
                                                  ==========           ==========           ==========

Basic & Diluted (Loss) per Common Share               (0.004)              (0.006)
                                                  ----------           ----------

Weighted Average Number of Common Shares           5,250,000            5,250,000
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                       Air Transport Group Holdings, Inc.
                        (fka Azure International, Inc.)
                         (A Development Stage Company)
                       Statements of Stockholders' Equity
             From Inception (November 26, 2007) to October 31, 2008
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                              Deficit
                                                                            Accumulated
                                                                              During
                                           Common Stock         Paid in     Development     Total
                                       Shares       Amount      Capital        Stage        Equity
                                       ------       ------      -------        -----        ------
<S>                                  <C>           <C>          <C>          <C>           <C>
Shares  issued  for cash -           3,000,000     $ 3,000      $    --      $     --      $  3,000
February 4, 2008

Shares  issued  for cash -
February 12, 2008                    2,100,000       2,100       18,900                      21,000

Shares  issued  for cash -
March 11, 2008                         150,000         150        7,350                       7,500

Net (Loss) for period                                                          (1,669)       (1,669)
                                    ----------     -------      -------      --------      --------
Balance, April 30, 2008              5,250,000       5,250       26,250        (1,669)       29,831


Net (Loss) for period                                                         (30,819)      (30,819)
                                    ----------     -------      -------      --------      --------

Balance, October 31, 2008            5,250,000     $ 5,250      $26,250      $(32,488)     $   (988)
                                    ==========     =======      =======      ========      ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                       Air Transport Group Holdings, Inc.
                        (fka Azure International, Inc.)
                          (A Development Stage Company)
                            Statements of Cash Flows
                             (Stated in Us Dollars)

<TABLE>
<CAPTION>
                                                                        Six Months         From Inception
                                                                          Ended        (November 26, 2007) to
                                                                        October 31,          October 31,
                                                                           2008                 2008
                                                                         --------             --------
<S>                                                                      <C>                  <C>
OPERATING ACTIVITIES
  Net income (loss)                                                      $(30,819)            $(32,488)
  Account Payable                                                             200                  200
                                                                         --------             --------
NET CASH USED IN OPERATING ACTIVITIES                                     (30,619)             (32,288)

INVESTING ACTIVITIES

NET CASH USED IN INVESTING ACTIVITIES                                          --                   --
                                                                         --------             --------
FINANCING ACTIVITIES
  Common shares issued at founders
   @ $0.001 per share                                                          --                5,250
  Additional paid-in capital                                                   --               26,250
  Loans From Director                                                          --                  788
                                                                         --------             --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      --               32,288

Cash at beginning of period                                                30,619                   --
                                                                         --------             --------

CASH AT END OF PERIOD                                                    $      0             $      0
                                                                         ========             ========
Cash Paid For:
  Interest                                                               $     --             $     --
                                                                         ========             ========
  Income Tax                                                             $     --             $     --
                                                                         ========             ========
Non-Cash Activities
  Shares issued in Lieu of Payment for Service                           $     --             $     --
                                                                         ========             ========
  Stock issued for accounts payable                                      $     --             $     --
                                                                         ========             ========
  Stock issued for notes payable and interest                            $     --             $     --
                                                                         ========             ========
  Stock issued for convertible debentures and interest                   $     --             $     --
                                                                         ========             ========
  Convertible debentures issued for services                             $     --             $     --
                                                                         ========             ========
  Warrants issued                                                        $     --             $     --
                                                                         ========             ========
  Stock issued for penalty on default of convertible debentures          $     --             $     --
                                                                         ========             ========
  Note payable issued for finance charges                                $     --             $     --
                                                                         ========             ========
  Forgiveness of note payable and accrued interest                       $     --             $     --
                                                                         ========             ========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>
                        Air Transport Group Holdings, Inc
                        (fka Azure International, Inc.)
                          (A Development Stage Company)
                      Footnotes to the Financial Statements
             From Inception (November 26, 2007) to October 31, 2008
                             (Stated in US Dollars)


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Air Transport Group Holdings,  Inc ("the  Company") was  incorporated  under the
laws of the State of Nevada,  U.S.  on  November  26,  2007 under the name Azure
International,  Inc. On October 30, 2008, and effective as of the same date, the
Company filed Articles of Merger ("Articles") with the Secretary of State of the
State of Nevada, to effect a merger by and between Air Transport Group Holdings,
Inc.,  a Nevada  corporation  and Azure  International,  Inc. As a result of the
merger,  the Company changed its name to Air Transport Group Holdings,  Inc. The
Company is in the  development  stage as defined  under  Statement  on Financial
Accounting  Standards No. 7, Development  Stage Enterprises  ("SFAS No.7").  The
Company has not generated any revenue to date and  consequently  its  operations
are  subject  to all  risks  inherent  in the  establishment  of a new  business
enterprise. For the period from inception, November 26, 2007 through October 31,
2008 the Company has accumulated losses of $32,488.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected an April 30 year-end.

b. Revenue Recognition

The Company  recognizes  revenue  when  persuasive  evidence  of an  arrangement
exists,  goods  delivered,  the  contract  price is fixed or  determinable,  and
collectability is reasonably assured.

c. Income Taxes

The Company  prepares its tax returns on the accrual basis. The Company accounts
for income taxes under the Statement of Financial  Accounting Standards No. 109,
"Accounting for Income Taxes"  ("Statement  109"). Under Statement 109, deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and liabilities  and their  respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  Under Statement 109, the effect on deferred tax assets
and  liabilities  of a change in tax rates is recognized in income in the period
that includes the enactment date.

d. Use of Estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and

                                       7
<PAGE>
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

e. Assets

The company has no cash as of October 31, 2008.

f. Income

Income  represents  all of the  company's  revenue  less all its expenses in the
period incurred. The Company has no revenues as of October 31, 2008 and has paid
expenses of $32,488 since inception.  For the six-month period ended October 31,
2008 it has incurred expenses of $30,819.

In  accordance  with FASB/ FAS 142 option 12,  paragraph 11  "Intangible  Assets
Subject to Amortization",  a recognized intangible asset shall be amortized over
its useful life to the  reporting  entity  unless that life is  determined to be
indefinite.  If an intangible  asset has been has a finite useful life,  but the
precise  length  of that  life is not  known,  that  intangible  asset  shall be
amortized over the best estimate of its useful life. The method of  amortization
shall reflect the pattern in which the economic benefits of the intangible asset
are  consumed  or  otherwise  used  up.  If  that  pattern  cannot  be  reliable
determined,  a  straight-line  amortization  method shall be used. An intangible
asset shall not be written  down or off in the period of  acquisition  unless it
becomes impaired during that period.

In accordance with FASB 144, 25, "An impairment loss recognized for a long-lived
asset  (asset  group)  to be held and used  shall be  included  in  income  from
continuing  operations before income taxes in the income statement of a business
enterprise  and  in  income  from  continuing  operations  in the  statement  of
activities of a not-for-profit organization.  If a subtotal such as "income from
operations" is presented, it shall include the amount of that loss." The Company
has recognized the impairment of a long-lived  asset by declaring that amount as
a loss in income from  operations in accordance with an  interpretation  of FASB
144.

g. Basic Income (Loss) Per Share

In accordance with SFAS No.  128-"Earnings Per Share", the basic loss per common
share is computed by dividing net loss available to common  stockholders  by the
weighted  average number of common shares  outstanding.  Diluted loss per common
share is  computed  similar  to basic  loss per  common  share  except  that the
denominator is increased to include the number of additional  common shares that
would have been  outstanding if the potential  common shares had been issued and
if the additional common shares were dilutive.  At October 31, 2008, the Company
has no stock  equivalents that were  anti-dilutive  and excluded in the earnings
per share computation.

                                       8
<PAGE>
h. Cash and Cash Equivalents

For purposes of the  statement of cash flows,  the company  considers all highly
liquid  investments  purchased  with maturity of three months or less to be cash
equivalents.

i. Liabilities

Liabilities  are  made  up  of  current  and  long  term  liabilities.   Current
liabilities  include accounts payable of $200 and a loan from a past director of
$788 as of October 31, 2008.

Share Capital

a) Authorized:

75,000,000 common shares with a par value of $0.001

b) Issued:

The  authorized  capital of the Company is  75,000,000  common shares with a par
value of $ 0.001 per share.  In  February  2008,  the Company  issued  3,000,000
shares of common stock at a price of $0.001 per share for total cash proceeds of
$3,000.

In February 2008, the Company issued 2,100,000 shares of common stock at a price
of $0.01 per share for total cash proceeds of $21,000.

In March 2008, the Company also issued 150,000 shares of common stock at a price
of $0.05 per share for total cash proceeds of $7,500.

During the period  November 26, 2007  (inception) to April 30, 2008, the Company
sold a total of  5,250,000  shares of common  stock for total cash  proceeds  of
$31,500.

There are no preferred  shares  authorized.  The Company has issued no preferred
shares.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 3 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern,  which contemplates the realization of
assets and the  liquidation  of  liabilities  in the normal  course of business.
However,  the Company has accumulated a loss and is new. This raises substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements  do  not  include  any  adjustments   that  might  result  from  this
uncertainty.

As shown in the accompanying  financial  statements,  the Company has incurred a
net loss of $32,488 for the period from November 26, 2007 (inception) to October
31,  2008 and has not  generated  any  revenues.  The  future of the  Company is
dependent  upon its  ability  to obtain  financing  and upon  future  profitable
operations  from the development of  acquisitions.  Management has plans to seek
additional capital through a private placement and public offering of its common
stock. The financial  statements do not include any adjustments  relating to the
recoverability  and  classification  of recorded  assets,  or the amounts of and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

                                       9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

The information in this discussion  contains  forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act").  These  forward-looking   statements  involve  risks  and  uncertainties,
including statements regarding Air Transport Group Holdings, Inc (the "Company")
capital needs,  business  strategy and  expectations.  Any statements  contained
herein  that  are  not  statements  of  historical  facts  may be  deemed  to be
forward-looking  statements.  In some cases,  you can  identify  forward-looking
statements by terminology such as "may",  "will",  "should",  "expect",  "plan",
"intend",  "anticipate",   "believe",  "estimate",   "predict",  "potential"  or
"continue",  the negative of such terms or other comparable terminology.  Actual
events or results may differ  materially.  In evaluating these  statements,  you
should consider various factors,  including the risks outlined below,  and, from
time to time, in other reports the Company files with the SEC. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement.  The  Company  disclaims  any  obligation  to publicly  update  these
statements,  or disclose  any  difference  between its actual  results and those
reflected  in these  statements.  The  information  constitutes  forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.

As used in this quarterly report, the terms "we," "us," "our," and "our company"
mean Air Transport Group Holdings,  Inc. unless otherwise indicated.  All dollar
amounts in this quarterly report
are in U.S. dollars unless otherwise stated.

OVERVIEW.

Air Transport Group Holdings,  Inc ("the  Company") was  incorporated  under the
laws of the State of Nevada,  U.S.  on  November  26,  2007 under the name Azure
International,  Inc. On October 30, 2008, and effective as of the same date, the
Company filed Articles of Merger ("Articles") with the Secretary of State of the
State of Nevada, to effect a merger by and between Air Transport Group Holdings,
Inc.,  a Nevada  corporation  and Azure  International,  Inc. As a result of the
merger, the Company changed its name to Air Transport Group Holdings, Inc.

Air Transport Group Holdings is in the business of acquiring  aviation,  travel,
and leisure  companies.  By acquiring  multiple small to mid size companies AITG
plans to increase its efficiencies by consolidate management expenses, negotiate
preferred rates with vendors, and increase it's asset base.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED OCTOBER 31, 2008.

The accompanying  financial  statements show that the Company has incurred a net
loss of $30,819 for the six month period ended  October 31, 2008 and has not yet
generated any revenues that can offset operating expenses. We anticipate that we
will  not  earn  revenues  until  such  time as we  have  further  advanced  the
development  of our company.  We are presently in the  development  stage of our
business  and we can  provide  no  assurance  of our  ability  to obtain  future
profitable operation of our cooperation.

LIQUIDITY AND FINANCIAL CONDITION.

Based on our current  operating plan, we do not expect to generate  revenue that
is sufficient to cover our expenses for at least the next year. In addition,  we
do not have sufficient  cash and cash  equivalents to execute our operations for
the next  year.  We will need to obtain  additional  financing  to  operate  our

                                       10
<PAGE>
business for the next twelve months. We will raise the capital necessary to fund
our  business  through a private  placement  and public  offering  of our common
stock.  Additional  financing,  whether through public or private equity or debt
financing,  arrangements  with shareholders or other sources to fund operations,
may not be available,  or if available,  may be on terms unacceptable to us. Our
ability to maintain  sufficient  liquidity  is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership  percentage  of  our  existing  shareholders  would  be  reduced.  New
investors  may  demand  rights,  preferences  or  privileges  senior to those of
existing  holders of our common  stock.  Debt  incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose  restrictions on our operations.  If adequate funds
are not available to satisfy either short or long-term capital requirements, our
operations and liquidity could be materially  adversely affected and we could be
forced to cease operations.

OFF-BALANCE SHEET ARRANGEMENTS.

We  have  no  significant  off-balance  sheet  arrangements  that  have  or  are
reasonably likely to have a current or future effect on our financial condition,
changes in financial  condition,  revenues or expenses,  results of  operations,
liquidity,  capital  expenditures  or  capital  resources  that is  material  to
stockholders.

INFLATION.

In the opinion of  management,  inflation  has not had a material  effect on our
operations.

CONSULTANTS.

The Company currently has no stock option plan.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have  not  incurred  any  research  or  development  expenditures  since  our
incorporation.

PATENTS AND TRADEMARKS.

We do not own, either legally or beneficially, any patent or trademark.

REGISTRATION STATEMENT.

On June 2, 2008, the Company filed a registration statement on Form S-1 with the
Securities  and  Exchange  Commission  (the "SEC") . On June 10,  2008,  the SEC
declared the registration statement effective.

DIVIDENDS.

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

     1.   We would not be able to pay our debts as they  become due in the usual
          course of business; or

                                       11
<PAGE>
     2.   Our total assets  would be less than the sum of our total  liabilities
          plus the  amount  that  would be  needed  to  satisfy  the  rights  of
          shareholders who have preferential  rights superior to those receiving
          the distribution.

We have not declared any  dividends  and we do not plan to declare any dividends
in the foreseeable future.

ITEM 3. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the date of this report.  This  evaluation  was  conducted by our  President and
Chief Executive Officer, Arnold Leonora.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that  information that we are required to disclose in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting.  Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal  executive  and  principal  financial  officers  and  effected  by the
company's  board of  directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
accounting  principles  generally  accepted in the United  States of America and
includes those policies and procedures that:

     -    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;

     -    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with accounting  principles generally accepted in the United States of
          America and that  receipts and  expenditures  of the company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the company; and

     -    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  company's
          assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial  statement  preparation  and  presentation.  Because of the
inherent  limitations  of  internal  control,  there  is a  risk  that  material
misstatements  may not be  prevented  or detected on a timely  basis by internal
control over financial reporting.  However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

                                       12
<PAGE>
As of October 31, 2008  management  assessed the  effectiveness  of our internal
control over financial  reporting  based on the criteria for effective  internal
control over financial  reporting  established  in Internal  Control--Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission  ("COSO") and SEC guidance on conducting such  assessments.  Based on
that evaluation,  they concluded that, during the period covered by this report,
such  internal  controls  and  procedures  were  not  effective  to  detect  the
inappropriate  application of US GAAP rules as more fully described below.  This
was due to deficiencies  that existed in the design or operation of our internal
controls over financial  reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.

The matters  involving  internal  controls and  procedures  that our  management
considered to be material  weaknesses  under the standards of the Public Company
Accounting  Oversight Board were: (1) lack of a functioning  audit committee due
to a lack of a majority  of  independent  members  and a lack of a  majority  of
outside directors on our board of directors,  resulting in ineffective oversight
in  the   establishment   and  monitoring  of  required  internal  controls  and
procedures;  (2)  inadequate  segregation  of  duties  consistent  with  control
objectives;  and (3) ineffective  controls over period end financial  disclosure
and reporting processes.  The aforementioned material weaknesses were identified
by our Chief  Executive  Officer in connection  with the review of our financial
statements as of October 31, 2008.

Management  believes that the material weaknesses set forth in items (2) and (3)
above did not have an  effect  on our  financial  results.  However,  management
believes  that  the  lack of a  functioning  audit  committee  and the lack of a
majority of outside  directors on our board of directors  results in ineffective
oversight in the  establishment and monitoring of required internal controls and
procedures,  which  could  result in a material  misstatement  in our  financial
statements in future periods.

MANAGEMENT'S REMEDIATION INITIATIVES

In  an  effort  to  remediate  the  identified  material  weaknesses  and  other
deficiencies and enhance our internal  controls,  we have initiated,  or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel  resources  and technical  accounting  expertise
within the  accounting  function when funds are available to us. And, we plan to
appoint one or more outside  directors  to our board of  directors  who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal  controls and procedures such as reviewing and approving  estimates and
assumptions made by management when funds are available to us.

Management  believes that the appointment of one or more outside directors,  who
shall be appointed to a fully functioning audit committee,  will remedy the lack
of a functioning  audit committee and a lack of a majority of outside  directors
on our Board.

We anticipate that these  initiatives will be at least partially,  if not fully,
implemented  by December  31,  2009.  Additionally,  we plan to test our updated
controls and remediate our deficiencies by December 31, 2009.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our  internal  controls  over  financial  reporting  that
occurred  during  the  period  covered  by this  report,  which  has  materially
affected,  or is reasonably likely to materially  affect,  our internal controls
over financial reporting.

                                       13
<PAGE>
                           PART II. OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any material legal  proceedings  and to our knowledge,  no
such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were  submitted to our security  holders for a vote during the period
ending October 31, 2008.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibit Number                          Description of Exhibit
--------------                          ----------------------

     3.1            Articles of Incorporation (1)

     3.2            Bylaws(1)

     31.1           Certification by Chief Executive Officer and Chief Financial
                    Officer  required by Rule 13a-14(a) or Rule 15d-14(a) of the
                    Exchange  Act,  promulgated  pursuant  to Section 302 of the
                    Sarbanes-Oxley Act of 2002, filed herewith

     32.1           Certification by Chief Executive Officer and Chief Financial
                    Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
                    Exchange  Act and Section  1350 of Chapter 63 of Title 18 of
                    the United States Code,  promulgated pursuant to Section 906
                    of the Sarbanes-Oxley Act of 2002 filed herewith

----------
(1)  Filed with the SEC as an exhibit  to our Form SB-1  Registration  Statement
     originally filed on June 2, 2008.

                                       14
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: December 12, 2008

        Signature                       Title                         Date
        ---------                       -----                         ----


By: /s/ Arnold Leonora         President and Director          December 12, 2008
   -------------------------
   Arnold Leonora

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